Previous research questions the use of best-efforts offering methods for IPOs since firm-commitment offerings have lower direct issue costs. This paper attempts to explain the choice of best-efforts methods by focusing on an indirect offering cost: the possibility that an offering will be unsuccessful. Determinants of offering success, including offering size, price, underwriter reputation and the clustering of filings, have different impacts on the likelihood of success for these offering methods. Unsuccessful offerings are also found to be costly. Issuers select the offering method that provides the greater ex ante probability of success, all else equal, consistent with cost minimization.Journal of Economic LiteratureClassification Numbers: G24, C25.

Relaxation of the national association of securities dealers (NASD) limit on overallotment option use in 1983 provides a natural experiment to test the substitutability or complementarity of underwriting contract terms in initial public offerings. For firms that would find the initial limit constraining, use of terms that are substitutes (complements) should decrease (increase) after the limit is raised. The evidence indicates that warrant compensation and overallotment options are substitutes. Underwriter reputation and overallotment options are substitutes if warrants are used as compensation and complements otherwise. The significant change in contract terms after 1983 suggests the initial NASD policy was costly.

Previous research suggests that offering costs are higher when warrants are used to compensate underwriters. This finding potentially arises from a failure to account for self-selection in estimating offering cost relations. Using methods that account for self-selection, I find that underpricing and total offering costs are reduced for firms using warrants as underwriter compensation, consistent with the hypothesis that issuers choose compensation contracts which minimize costs.

We examine how the composition and concentration of the underwriting syndicate affects outcomes in U.S. initial public offerings (IPOs) from 2002 to 2020. Most IPOs now feature “phantom” lead managers who underwrite significantly fewer shares than the lead-left bookrunner. We hypothesize that the phantom lead is the result of bargaining between issuers wanting greater information production and lead-left bookrunners preferring greater control of the IPO. Larger, less concentrated IPO syndicates feature more absolute price adjustments from the filing price during bookbuilding with downward revisions on average, and more analyst following post-IPO. The magnitude of price adjustments is greater when adding active joint leads relative to passive phantom leads. More concentrated IPOs feature higher first-day returns following positive price adjustments. Adding lead managers reduces the likelihood the lead-left will retain that role in follow-on equity offerings.

We investigate issuers withdrawing an IPO (after security regulation filings) that return later for a successful offering. Venture capital backing and reputation of the lead underwriter are key factors in predicting successful return. The possibility of returning has a significant impact on the decision to withdraw and the pricing of offerings that succeed. Our sample of returning IPOs also provides a unique setting to investigate underwriter switching after a withdrawal but before a successful IPO. We find that switching occurs in response to poor bank performance and when switching firms “graduate” to banks that have high industry market shares.

This study examines the impact of institutional features of the IPO market on patterns of IPO activity (waves). Decisions made by firms to enter the market by filing registration documents, adjusting terms while remaining in registration or exiting the market through issuance or withdrawal affect the “value in registration” of issuers seeking capital. We argue that these past decisions convey private information about issuers' collective view on the state of the IPO market (beyond what is indicated by other macroeconomic and market condition indicators), affecting current activity. In addition to considering the role of past activity on issuance decisions, we introduce additional variables to reflect observable IPO market conditions that affect IPO activity: the standard deviation of IPO initial returns; Venture Capital takedown; and the average age of IPOs in registration. Our new variables add substantial explanatory value to prior models of IPO activity.

This study examines how initial public offering (IPO) pricing is affected by the pipeline of deals in registration, measured at the underwriter level. Examining IPOs from 2002 to 2013, we find evidence that measures of the IPO bookrunner's pipeline significantly affect pricing decisions. The evidence is mostly consistent with market power and agency theories, which argue that underwriters use a young or growing pipeline to push for higher IPO first day returns.

We document outcomes for withdrawn U.S. IPOs (1206) from 1998 to 2017. While prior literature has studied post-withdrawal IPO re-filings and M&A, we consider private capital raising as an alternative to these outcomes as well as a potential complement. We identify factors driving private capital raising post withdrawal. We also examine the impact of key regulatory changes enacted over our sample period intended to ease capital formation. We find no significant impact of the adoption of SEC Rule 155 but a positive effect of the JOBS Act. Private capital raising post withdrawal supports second time IPO plans but not M&A.

Jonathan Clarke, Craig Dunbar, Kathleen M. Kahle, Long-Run Performance and Insider Trading in Completed and Canceled Seasoned Equity Offerings, The Journal of Financial and Quantitative Analysis, Vol. 36, No. 4 (Dec., 2001), pp. 415-430

We examine how firms adjust CEO risk-taking incentives in response to risk environments associated with their corporate social responsibility (CSR) standing. We find strong evidence that as a firm's CSR status improves (declines), increasing (decreasing) its risk-taking capacity, the firm responds by adjusting compensation contracts to increase (decrease) CEO risk-taking incentives (Vega). One channel of the adjustment is through stock option grants. Further analyses indicate that the positive CSR-Vega association is stronger in firms with better corporate governance and in industries where riskiness is more important. Our evidence indicates that firms are not passive in response to changes in CSR status and firm risk.